Common use of Delivery of Electronic Files Clause in Contracts

Delivery of Electronic Files. In accepting and utilizing any drawings, reports and data on any form of electronic media generated and provided by WHKS, Client covenants and agrees that all such electronic files are instruments of service of WHKS, who shall be deemed the author, and who shall retain all rights under common and statutory laws, and other rights, including copyrights. Client is aware that differences may exist between the electronic files delivered and the respective construction documents due to addenda, change orders or other revisions. In the event of a conflict between the signed construction documents prepared by WHKS and electronic files, the signed construction documents shall govern. Client and WHKS agree that the electronic files prepared by WHKS shall conform to the current CADD software in use by WHKS or to other mutually agreeable CADD specifica- tions defined in the Agreement. Any changes to the CADD specifications by either Client or WHKS are subject to review and acceptance by the other party. Additional efforts by WHKS made necessary by a change to the CADD specifications or other software shall be compensated for as Additional Services. The electronic files provided by WHKS to Client are submitted for an acceptance period of 60 days. Any defects Client discovers during this period will be reported to WHKS and will be corrected as part of the Scope of Services. Correction of defects detected and reported after the acceptance period will be compensated for as Additional Services. Client agrees not to reuse the electronic files, in whole or in part, for any purpose or project other than the project that is the subject of this Agreement. Client agrees not to transfer the electronic files to others without the prior written consent of WHKS, except as required by law. In addition, Client agrees, to the extent permitted by law, to indemnify and hold WHKS harmless from any damage, liability or cost, including reasonable attorney’s fees and costs of defense, arising from any changes made by anyone other than WHKS or from any reuse of the electronic files without the prior written consent of WHKS. Under no circumstance shall delivery of the electronic files for use by Client be deemed a sale by WHKS and WHKS makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall WHKS be liable for any loss of profit or any consequential damages.

Delivery of Electronic Files. In the event that Client requests any electronic deliverables under this agreement, TRANSYSTEMS and Client shall execute a separate CADD agreement. Otherwise, in accepting and utilizing any drawings, reports and data on any form of electronic media generated and provided furnished by WHKSTRANSYSTEMS, the Client covenants and agrees that all such electronic files are instruments of service of WHKSTRANSYSTEMS, who shall be deemed the author, and who shall retain all rights under common and law, statutory laws, law and other rights, including copyrights. The Client agrees not to reuse these electronic files, in whole or in part, for any purpose other than for the Project. The Client agrees not to transfer these electronic files to others without the prior written consent of TRANSYSTEMS. The Client further agrees to waive all claims against TRANSYSTEMS resulting in any way from any unauthorized changes to or reuse of the electronic files for any other project by anyone other than TRANSYSTEMS. Advanced Bio Energy Revised January 7, 2005 12 Electronic files furnished by either party shall be subject to an acceptance period of sixty (60) days during which the receiving party agrees to perform appropriate acceptance tests. The party furnishing the electronic file shall correct any discrepancies or errors detected and reported within the acceptance period. After the acceptance period, the electronic files shall be deemed to be accepted and neither party shall have any obligation to correct errors or maintain electronic files. The Client is aware that differences may exist between the electronic files delivered and the respective printed hard-copy construction documents due to addenda, change orders or other revisionsdocuments. In the event of a conflict between the signed construction documents prepared by WHKS TRANSYSTEMS and electronic files, the signed or sealed hard-copy construction documents shall govern. Client and WHKS agree that the electronic files prepared by WHKS shall conform to the current CADD software in use by WHKS or to other mutually agreeable CADD specifica- tions defined in the Agreement. Any changes to the CADD specifications by either Client or WHKS are subject to review and acceptance by the other party. Additional efforts by WHKS made necessary by a change to the CADD specifications or other software shall be compensated for as Additional Services. The electronic files provided by WHKS to Client are submitted for an acceptance period of 60 days. Any defects Client discovers during this period will be reported to WHKS and will be corrected as part of the Scope of Services. Correction of defects detected and reported after the acceptance period will be compensated for as Additional Services. Client agrees not to reuse the electronic files, in whole or in part, for any purpose or project other than the project that is the subject of this Agreement. Client agrees not to transfer the electronic files to others without the prior written consent of WHKS, except as required by law. In addition, the Client agrees, to the fullest extent permitted by law, to indemnify and hold WHKS harmless from any damageTRANSYSTEMS, liability its officers, directors, employees and subconsultants (collectively, TRANSYSTEMS) against all damages, liabilities or costcosts, including reasonable attorney’s attorneys' fees and costs of defensedefense costs, arising from any changes made by anyone other than WHKS TRANSYSTEMS or from any reuse of the electronic files without the prior written consent of WHKSTRANSYSTEMS. Under no circumstance circumstances shall delivery of the electronic files for use by the Client be deemed a sale by WHKS TRANSYSTEMS, and WHKS TRANSYSTEMS makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall WHKS TRANSYSTEMS be liable for any loss indirect or consequential damages as a result of profit the Client's use or any consequential damagesreuse of the electronic files.

Delivery of Electronic Files. In the event that Client requests any electronic deliverables under this agreement, TRANSYSTEMS and Client shall execute a separate CADD agreement. Otherwise, in accepting and utilizing any drawings, reports and data on any form of electronic media generated and provided furnished by WHKSTRANSYSTEMS, the Client covenants and agrees that all such electronic files are instruments of service of WHKSTRANSYSTEMS, who shall be deemed the author, and who shall retain all rights under common and law, statutory laws, law and other rights, including copyrights. The Client agrees not to reuse these electronic files, in whole or in part, for any purpose other than for the Project. The Client agrees not to transfer these electronic files to others without the prior written consent of TRANSYSTEMS. The Client further agrees to waive all claims against TRANSYSTEMS resulting in anyway from any unauthorized changes to or reuse of the electronic files for any other project by anyone other than TRANSYSTEMS. Electronic files furnished by either party shall be subject to an acceptance period of sixty (60) days during which the receiving party agrees to perform appropriate acceptance tests. The party furnishing the electronic file shall correct any discrepancies or errors detected and reported within the acceptance period. After the acceptance period, the electronic files shall be deemed to be accepted and neither party shall have any obligation to correct errors or maintain electronic files. The Client is aware that differences may exist between the electronic files delivered and the respective printed hard-copy construction documents due to addenda, change orders or other revisionsdocuments. In the event of a conflict between the signed construction documents prepared by WHKS TRANSYSTEMS and electronic files, the signed or sealed hard-copy construction documents shall govern. Client and WHKS agree that the electronic files prepared by WHKS shall conform to the current CADD software in use by WHKS or to other mutually agreeable CADD specifica- tions defined in the Agreement. Any changes to the CADD specifications by either Client or WHKS are subject to review and acceptance by the other party. Additional efforts by WHKS made necessary by a change to the CADD specifications or other software shall be compensated for as Additional Services. The electronic files provided by WHKS to Client are submitted for an acceptance period of 60 days. Any defects Client discovers during this period will be reported to WHKS and will be corrected as part of the Scope of Services. Correction of defects detected and reported after the acceptance period will be compensated for as Additional Services. Client agrees not to reuse the electronic files, in whole or in part, for any purpose or project other than the project that is the subject of this Agreement. Client agrees not to transfer the electronic files to others without the prior written consent of WHKS, except as required by law. In addition, the Client agrees, to the fullest extent permitted by lawbylaw, to indemnify and hold WHKS harmless from any damageTRANSYSTEMS, liability its officers, directors, employees and subconsultants (collectively, TRANSYSTEMS) against all damages, liabilities or costcosts, including reasonable attorney’s attorneys’ fees and costs of defensedefense costs, arising from any changes made by anyone other than WHKS TRANSYSTEMS or from any reuse of the electronic files without the prior written consent of WHKSTRANSYSTEMS. Under no circumstance circumstances shall delivery of the electronic files for use by the Client be deemed a sale by WHKS TRANSYSTEMS, and WHKS TRANSYSTEMS makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall WHKS TRANSYSTEMS be liable for any loss indirect or consequential damages as a result of profit the Client’s use or any consequential damagesreuse of the electronic files.